SOURCE: EPOD Solar, Inc.

EPOD Solar, Inc.

September 21, 2009 11:07 ET

EPOD Solar Canada Executes Letter of Intent With DayStar Technologies

EPOD Solar, Inc. U.S. (EPDS.OB) Transfers Rights to Purchase EPOD Solar Canada Assets and Stock to DayStar Technologies

KELOWNA, BC--(Marketwire - September 21, 2009) - EPOD Solar Canada, a vertically integrated manufacturer of thin-film solar modules that develops, owns and operates solar parks throughout Europe and North America ("EPOD Solar"), announced today that it has executed a letter of intent ("Letter of Intent") with DayStar Technologies, Inc., a developer of solar photovoltaic products based on CIGS thin-film deposition technology ("DayStar"), regarding a proposed transaction or series of transactions (collectively, the "Transaction") intended to result in the combination of the businesses of EPOD and DayStar.

Upon successful completion of negotiations and due diligence, the parties intend to sign definitive agreements and complete the Transaction as soon as practicable. The consummation of the Transaction will be subject to making or obtaining all necessary third-party filings and approvals (including any required approval by the holders of DayStar's common stock), and satisfactory due diligence reviews.

The Transaction is premised on the mutual understanding of EPOD Solar and DayStar that their businesses are complimentary. EPOD has 35 MW of manufacturing capacity for its amorphous silicon technology, and its research and development arm is poised to deploy double and triple junction technology PV module manufacturing. Amorphous silicon PV modules are best suited for large utility-scale ground mount projects at competitive costs. DayStar's CIGS technology represents a high-potential thin-film technology.

The combined company will utilize its collective financial and research and development resources to bring the CIGS technology to commercial production. This approach will allow a parallel tracks to benefit from both technologies for the future growth of the combined business model.

Key Benefits of the Transaction

Key benefits of the Transaction include:

--  Immediate availability of EPOD Solar's low cost a-Si modules combined
    with the expansion of the technology portfolio to include DayStar's CIGS
    will result in long-term certainty for lower system installed costs to
    drive higher IRR for company-owned solar parks;
--  Opportunity for facility consolidation and to leverage DayStar's new
    manufacturing facility in Newark, CA, which is proximate to EPOD's R&D and
    production facility in Hayward, CA; and
--  Establishes a long-term technology road map to higher module
    efficiency and lower cost-per-watt with technology-compatible R&D and
    production facilities.
    

Michael Matvieshen, CEO of EPOD Solar, said that "We are pleased to announce the DayStar transaction and believe that it will produce significant advantages for our mid-to-longer term technology and growth strategy. Our amorphous silicon technology is currently amongst the lowest cost on a per watt basis in the world to install. We anticipate that as we roll out our double and triple junction thin-film technologies we will continue to drive efficiencies higher, while driving system installed costs well below $2 per watt. We will develop DayStar's CIGS technology leveraging our world-class research and development facilities recently purchased from OptiSolar to commercialize solar thin-film technologies, which offer even higher efficiencies and extend our objective of driving cost per watt to even lower levels."

The Transaction

The Letter of Intent anticipates that, as part of the Transaction, DayStar will purchase substantially all of the assets of EPOD Solar for $300 million in DayStar preferred stock. Each preferred share will be convertible into one share of DayStar common stock at a conversion price of $1.80 per share. In addition to receiving such preferred shares, such holder will also be entitled to receive a warrant to purchase 50% of the total number of shares of DayStar common stock issued upon such conversion, at an exercise price of $1.80 per share.

DayStar has agreed to pay a break-up fee to EPOD Solar of $5 million payable under the transaction agreement upon certain termination events. No break-up fee will be payable in the event that EPOD either breaches any of its binding obligations under this Letter of Intent or fails to consummate the Transaction for any reason other than as provided in this Letter of Intent or as a result of the breach or default of DayStar.

Simultaneously with the execution of the Letter of Intent, and in connection with the Transaction, DayStar also entered into a Purchase Agreement with Peter Lacey ("Lacey"), an EPOD Solar shareholder, pursuant to which Mr. Lacey has purchased from DayStar, for purposes of funding DayStar's ongoing related business operations, (a) a Secured Convertible Promissory Note in the aggregate principal amount of $2,000,000, (b) a warrant to purchase 1,500,000 shares of DayStar common stock (subject to adjustment for certain dilutive transactions) and (c) upon the satisfaction of certain conditions, a warrant to purchase 1,666,667 shares of DayStar common stock (subject to adjustment for certain dilutive transactions). The Note will be convertible into shares of DayStar common stock based on a $0.60 conversion price and the Warrant will have an exercise price of $0.50 per share. The closing of the Purchase Agreement is anticipated to occur on or around September 21, 2009. It is contemplated that upon closing Michael Matvieshen will be appointed as CEO and director of DayStar.

Transfer of Right to Purchase EPOD Solar Assets

EPOD Solar had previously announced that it is in the process of a stock and asset acquisition with the company formerly known as Allora Minerals (OTCBB: EPDS) (the "Allora Transaction"). On August 12, 2009, Allora Minerals announced that, in anticipation of the closing of the Allora Transaction, it had changed its name to EPOD Solar, Inc ("EPDS") and its ticker symbol. Today EPDS announced that it has transferred its rights to purchase the stock and assets of EPOD Solar and Opti Solar Tech to DayStar. For additional information refer to the EPDS Form 8-K that will be filed with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release regarding EPOD Solar's business that are not historical facts may be considered "forward-looking statements," including statements regarding the company's efforts to expand production, further develop its double and triple junction thin-film technologies and operate solar parks. Forward-looking statements are based on management's current preliminary expectations and are subject to risks and uncertainties, which may cause EPOD Solar's results to differ materially and adversely from the statements contained herein. Some important risks specific to the Transaction include the satisfaction of closing conditions and the possibility that the transaction may not be completed, and potential difficulties associated with integrating the combined businesses. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. EPOD Solar undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

About EPOD Solar Canada

EPOD Solar, Canada is a manufacturer of proprietary amorphous silicon thin-film solar panels for construction of solar parks that it designs, develops and operates throughout North America and Europe. The company's current operations comprise 35MW production capacity, with plans to expand to 90MW by the second half of 2010, and its pipeline for solar parks exceeds 130MW. EPOD Solar owns manufacturing facilities in Wales and California and has plans to expand production in Germany. For more information go to http://www.epodsolar.com.

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